Meeting Details

The 46th Annual General Meeting will be held on Tuesday, September 29, 2026 at 01:00 P.M. through Video Conference (VC) or Other Audio Visual Means (OAVM) without physical presence of members at a common venue. The proceedings will be deemed to be conducted from the Corporate Office at 16 Taratala Road, Kolkata - 700088 (W.B.).

Proposed Resolutions and Implications

Ordinary Business:

  • Item 1: To receive, consider and adopt the Financial Statements (including Consolidated Financial Statements) for FY 2025-26 with Reports of Board of Directors and Auditors
  • Item 2: To appoint a director in place of Mr. Abhishek Jaiswal (DIN: 07936627) who retires by rotation
  • Item 3: To appoint a director in place of Mr. Swapan Kumar Chaudhury (DIN: 10694552) who retires by rotation

Special Business:

  • Item 4: Re-appointment of Mrs. Madhuchhanda Chatterjee (DIN: 02510507) as Independent Director for a second term of 5 years from May 30, 2027 to May 29, 2032 (Special Resolution)
  • Item 5: Re-appointment of Mr. Avinash Gupta (DIN: 02783217) as Independent Director for a second term of 5 years from May 30, 2027 to May 29, 2032 (Special Resolution)
  • Item 6: Re-appointment of Mr. Vivek Lohia (DIN: 00574035) as Managing Director for 5 years from May 30, 2027 with proposed basic salary of ₹31,25,000 per month (Special Resolution)
  • Item 7: Re-appointment of Mr. Vikash Lohia (DIN: 00572725) as Deputy Managing Director for 5 years from May 30, 2027 with proposed basic salary of ₹12,50,000 per month (Special Resolution)
  • Item 8: Appointment of Ms. Ranjini Roy (DIN: 11774372) as Non-Executive Independent Director for 5 years from July 9, 2026 to July 8, 2031 (Special Resolution)
  • Item 9: Appointment of Ms. Siddhi Singhania (DIN: 07144036) as Non-Executive Independent Director for 5 years from July 9, 2026 to July 8, 2031 (Special Resolution)
  • Item 10: Payment of remuneration upto ₹1,00,00,000 to Mr. Mark Damian Stevenson (DIN: 11089244), Non-Executive Non-Independent Director for FY 2026-27 (Special Resolution)
  • Item 11: Ratification of remuneration of ₹75,000 plus applicable taxes to M/s K Das & Associates, Cost Auditors for FY 2026-2027 (Ordinary Resolution)
  • Item 12: Alteration of Object Clause and adoption of new Memorandum of Association to include power generation, energy storage, and electricity transmission businesses (Special Resolution)
  • Item 13: Adoption of new Articles of Association compliant with Companies Act, 2013 (Special Resolution)
  • Item 14: Modification to utilize unutilized QIP proceeds of ₹43.64 crore from foundry capacity enhancement to working capital requirements (Special Resolution)

Voting Process and Methods

The company is offering e-voting facility to members through Kfin Technologies Limited/CDSL/NSDL. Members holding shares as on the cut-off date of September 22, 2026 may cast their vote electronically. Remote e-voting commences from Saturday, September 26, 2026 (9:00 a.m.) and ends on Monday, September 28, 2026 (5:00 p.m.). Members may also vote during the AGM through the Instapoll facility.

Key Voting Outcomes

Voting results will be determined based on remote e-voting and voting during the AGM. The scrutinizer will submit a report to the Managing Director or Company Secretary, who will declare the results. The results will be placed on the company's website (www.jupiterwagons.com) and KFin's website (https://evoting.kfintech.com/) and communicated to stock exchanges.

Scrutinizer's Role

Ms. Shruti Singhania (FCS No. 11752) or failing her, Ms. Ankita Thakur (ACS No. 57767) has been appointed as Scrutinizer to scrutinize the remote e-voting and e-voting process at the AGM in a fair and transparent manner. The scrutinizer will count votes cast at the meeting and unblock remote e-voting votes in the presence of at least two witnesses not employed by the company.

Compliance with Laws and Regulations

The notice confirms compliance with Section 108 of the Companies Act, 2013, SEBI Listing Regulations, MCA General Circular Nos. 14/2020, 17/2020, and 03/2025, and SEBI circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023, October 3, 2024, and January 30, 2026 regarding virtual meetings.

Additional Information

The notice includes detailed explanatory statements for each special business item, profiles of directors seeking appointment/re-appointment, and instructions for members to participate in the AGM through VC/OAVM. The company's registered office is at 48, Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur (M.P.) - 482001, India with CIN: L28100MP1979PLC049375.